SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as
[ ] Definitive Proxy Statement permitted by Rule
14a-6(e)(2))
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
MERCER INTERNATIONAL INC.
(Name of Registrant as Specified in its Charter)
GREENLIGHT CAPITAL, L.L.C.
GREENLIGHT CAPITAL, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
EXPLANATORY NOTE
Greenlight Capital, LLC, a Delaware limited liability company
("Greenlight LLC"), and Greenlight Capital, Inc., a Delaware corporation
(together with Greenlight LLC, "Greenlight"), are filing the material contained
in this Schedule 14A with the Securities and Exchange Commission in connection
with a solicitation of proxies in support of electing Greenlight nominees to the
board of trustees of Mercer International Inc. ("Mercer") at the 2003 annual
meeting of the shareholders of Mercer.
(GREENLIGHT CAPITAL, INC. LOGO)
GREENLIGHT CAPITAL ANNOUNCES PROXY CONTEST FOR
MERCER INTERNATIONAL BOARD SEATS
COMPANY'S LARGEST SHAREHOLDER NOMINATES INDEPENDENT BOARD MEMBERS
New York, NY; June 23, 2003: Greenlight Capital, Inc., ("Greenlight") filed a
preliminary proxy statement with the Securities and Exchange Commission on June
20, 2003, nominating Guy W. Adams, 52, and Saul E. Diamond, 37, for the Board of
Trustees of Mercer International, Inc. (Nasdaq: MERCS) ("Mercer"). Mercer's
Board of Trustees currently has seven members, two of whom are scheduled to be
elected at the company's annual meeting of shareholders on July 15, 2003.
Greenlight, an investment management firm with a focus on long-term value
investing, has been an investor in Mercer since August 1997. Greenlight owns
14.9% of Mercer's shares outstanding, and has been the company's largest
shareholder since 2000.
Greenlight believes that Mercer's Board of Trustees, which did not meet in 2000,
2001 or 2002 according to company filings, has failed to supervise the actions
of its top executives, allowed questionable business transactions involving
company assets which were not in the best interests of shareholders, and
blatantly ignored basic corporate governance principles designed to protect
shareholders. This has resulted in a lack of investor confidence in the company
and poor financial performance.
Mercer's stock is currently trading at its lowest historical price range. The
stock's five-year total return for the period ended December 31, 2002 has been
-37.0%, versus -13.1% for the Nasdaq market index and +9.6% for the industry
index used by Mercer for comparison purposes. Greenlight believes that with
proper governance and active commitment by the two new independent trustees to
build shareholder value, Mercer can restore investor confidence and properly
focus management on delivering financial performance.
"We want truly independent board members who will protect shareholders, not
rubber stamp management dealings," said Daniel Roitman, Chief Operating Officer
of Greenlight Capital. "We believe Mercer shareholders would benefit from
independent board oversight that has been lacking. As Mercer's largest
shareholder, we're forced to take a leadership role in representing the
interests of all shareholders. Mercer has valuable assets and the ability to
deliver solid earnings. Mr. Diamond and Mr. Adams are talented professionals who
will work to create a bright future for Mercer and its shareholders, and stop
the excessive losses shareholders have experienced."
Guy W. Adams is the managing director of GWA Capital Partners, LLC, a position
he has held since 2002. From July 2001 until May 2002, Mr. Adams served as a
director of Lone Star Steakhouse & Saloon after unseating the CEO and Chairman
of the Board in 2001 in a contested election. Lone Star's shares appreciated
sharply during his tenure, after years of poor performance. Mr. Adams earned an
MBA from Harvard Business School in 1984 and a Bachelor of Science in
Engineering from Louisiana State University in 1974.
Saul E. Diamond is a principal of Diamond Capital Partners, which he founded in
April 2002. Diamond Capital Partners is a middle market private equity and
advisory firm. From 1996 to 2002, Mr. Diamond was a principal with Value Added
Capital, LLC, a New York based private equity firm. Mr. Diamond holds
an MBA in Finance and Management from Columbia Business School and a Bachelor of
Arts in Liberal Arts from Northwestern University. In addition, from 1996 to
2002, Mr. Diamond was a director of Kane Magnetics International, Inc., a
privately held manufacturer of permanent magnets and magnetic systems.
Mercer is a pulp and paper manufacturing company with operations in Europe.
Akin Gump Strauss Hauer & Feld LLP has been retained as Greenlight's legal
counsel.
IMPORTANT INFORMATION:
On June 20, 2003, Greenlight filed with the Securities and Exchange Commission
(the "Commission") a preliminary proxy statement in connection with the election
of the nominees of Greenlight (the "Greenlight Nominees") to the Mercer Board of
Trustees at the Mercer 2003 annual meeting of shareholders. Greenlight will
prepare and file with the Commission a definitive proxy statement regarding the
election of the Greenlight Nominees and may file other proxy solicitation
material regarding the election of the Greenlight Nominees. Investors and
security holders are urged to read the definitive proxy statement and any other
proxy material, when they become available, because they will contain important
information. The definitive proxy statement will be sent to shareholders of
Mercer seeking their support of the election of the Greenlight Nominees to the
Mercer Board of Trustees. Investors and security holders may obtain a free copy
of the definitive proxy statement (when it is available) and other documents
filed by Greenlight with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement (when it is available) and these
other documents may also be obtained for free by writing to Greenlight at 420
Lexington Avenue, Suite 1740, New York, New York 10170, or by contacting D.F.
King & Co., Inc. at 800-848-3416.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Mercer shareholders is available in the preliminary proxy statement filed by
Greenlight with the Commission on Schedule 14A on June 20, 2003.
This document expresses Greenlight's opinions and beliefs. In addition, the
Greenlight Nominees' plans for Mercer could change after election based on the
exercise of their fiduciary duties to the shareholders of Mercer in light of
their knowledge and the circumstances at the time.
CONTACT INFORMATION:
INVESTORS:
Thomas Long / Richard Grubaugh
D.F. King & Co., Inc.
(800) 848-3416
MEDIA:
Steve Frankel / Ed Rowley
The Abernathy MacGregor Group
(212) 371-5999